Version 3.0. Policy Owner Legal & Compliance Implementation Date 16 th May 2017 WHISTLEBLOWER POLICY

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1 Policy Owner Legal & Compliance Implementation Date 16 th May 2017 WHISTLEBLOWER POLICY Version 3.0 This document contains proprietary information that shall be distributed, routed or made available only within Tata AIA Life Insurance Company Ltd.

2 Table of Contents 1. Purpose: Definitions Scope Procedure: Role of Whistleblower: Administration Investigation: Protection: Disqualifications: Legitimate employment action: Investigator: Decision: Role of Subject: Concerns that can be raised: Confidentiality Reporting Ownership and Review of Policy: Whistleblower Policy 2

3 1. Purpose: The Company believes in the conduct of the affairs to be fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. According ly, the Company has adopted the Code of Conduct ( the Code ), which lays down the principles and standards that should govern the actions of the Company and its employees / Vendors. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern. The role of any person in pointing out such violations of the Code cannot be undermined. Accordingly, this Whistle Blower Policy ( the Policy ) has been formulated with a view to provide a mechanism for employees, customers, and/or third-party intermediaries such as agents and consultants, vendors of the Company to submit confidential and/or anonymous complaints. This Policy allows for disclosure by employees, customers and/or third-party intermediaries of such matters internally, without fear of retaliation, discrimination or adverse employment consequences, and also permits the Company to address such disclosures or complaints by taking appropriate action, including but not limited to, disciplining or terminating the employment and/or services of those responsible. The purpose of this Policy is to provide a framework to promote responsible and secure whistle blowing. The Policy neither releases employees, customers and/or third-party intermediaries from their duty of confidentiality in the course of their work, nor is it a route for taking up a grievance about a personal situation. 2. Definitions a) Audit Committee means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act, b) Code means the Tata AIA Life's Code of Conduct as in force from time to time. c) Company or Tata AIA Life means Tata AIA Life Insurance Company Ltd. d) Employee mean every employee of the Company, including Head of each function, employees on probation, and includes an ex-employee of the Company. e) Investigator mean those persons authorized, appointed, consulted or approached by the Company. Whistleblower Policy 3

4 f) Protected Disclosure means any good faith communication that discloses or demonstrates an intention to disclose information that may evidence unethical or improper activity. g) Subject means, a person who is, the focus of investigative fact finding either by virtue of Protected Disclosure made or evidence gathered during the course of an investigation. h) Whistleblower means any person making a protected disclosure/complaint under this Policy. He/ She is neither an investigator nor a finder of facts, nor does he/ she determine the appropriate corrective or remedial action that may be warranted. 3. Scope a) This Policy is an extension of the Tata AIA Life Code of Conduct. The Whistle Blower s role is that of a reporting party with reliable information. They are not required or expected to act as investigators or finders of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case. b) Whistle Blowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Chairman of the Audit Committee or the Investigators. c) Protected Disclosure will be appropriately dealt with by the Chairman of the Audit Committee or SVP Legal, Compliance & Company Secretary, as the case may be. 4. Procedure: a) Protected Disclosures should preferably be reported in writing so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English, Hindi or in the regional language of the place of employment of the Whistleblower. b) Protected Disclosures should be factual and not speculative or in the nature of a conclusion, and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern and the urgency of a preliminary investigative procedure. 5. Role of Whistleblower: The Whistleblower should, before making a complaint under this policy, reasonably believe Whistleblower Policy 4

5 in good faith that there exists sufficient reason or ground to make such complaint. However, an employee who becomes aware of the alleged wrongful conduct is encouraged to make a disclosure as soon as possible. Complaints under this policy may be made in any of the ways stated below: By Post: May be sent to: SVP Legal, Compliance & Company Secretary Tata AIA Life Insurance Company Ltd., th 14 Floor, Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai Or By logging the complaint on the Whistleblower system available on the Internet at and Intranet. Or By calling at the independent ethics hotline for employees, agents and vendors Whistleblower policy is available in the Tata AIA Life s website ( Furthermore, complaints under this policy, where persons in the Senior Management of the Company i.e. Vice President and above are involved, or may be a matters of governance weakness or financial irregularities may be sent to the Managing Director & Chief Executive Officer at the address below: Managing Director & Chief Executive Officer Tata AIA Life Insurance Company Ltd., th 14 Floor, Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai In cases where the whistleblow is against the CEO and / or the Board of Directors the matter may be sent to the Chairman of Audit Committee, at the above mentioned address. Whistleblower Policy 5

6 The complaints of significant accounting irregularities or fraud or where persons in the Senior Management of the Company i.e. Vice President or directors are involved, may be sent to the statutory auditors. 6. Administration a) SVP-Legal, Compliance & Company Secretary owns the Whistleblower Policy and ensures its implementation. b) SVP-Legal, Compliance & Company Secretary to establish procedure to ensure that complaints received by him are acted forthwith on receipt of the complaint. The record of the complaint shall be preserved for a reasonable period. c) The SVP-Legal, Compliance & Company Secretary will ensure that complaints received by him/ her under this policy are examined within 7 working days from its receipt. d) SVP-Legal, Compliance & Company Secretary, will cause to- 7. Investigation: i. Accept all complaints appearing prima-facie of substance; ii. Not reject any complaint prima-facie of substance merely for the reason of it being anonymous; iii. Forward the complaint to the appropriate Investigators. a) All complaints received under this Policy will be thoroughly investigated in accordance with the Code of Conduct and Company s policies. b) The identity of the Whistleblower shall be kept confidential to the extent possible and permitted by law. c) The investigation will: i. subscribe to the principles of fair and natural justice i.e. a person is not to be a judge in his own case and opportunity of being heard is to be given to the person complained against; ii. keep records together with supporting evidencing documents; and Whistleblower Policy 6

7 iii. be done expeditiously resulting into a report clearly stating findings and recommending the remedial action. d) SVP-Legal, Compliance & Company Secretary will submit to the CEO and Chairman (Audit Committee), a quarterly summary of complaints received by him under the policy, and also an updated statement is placed at the Audit Committee Meeting of the Company as and when it is held. Head-HR will act in absence of SVP-Legal, Compliance & Company Secretary. 8. Protection: a) A Whistleblower will not be at a disadvantage or treated unfairly or discriminated against for the reason of such whistleblow. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistleblowers. Complete protection will, therefore, be given to Whistleblowers against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, transfer, demotion etc. b) Any other person assisting in the investigation arising out of whistleblow will also be protected to the same extent as the Whistleblower c) A Whistleblower or any other person assisting in the matter arising out of whistleblow may report violation of 8.a above to the SVP-Legal, Compliance & Company Secretary of the Company as if it is a complaint under this policy 9. Disqualifications: a) While it will be ensured that genuine Whistleblowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action. An employee who knowingly makes false and frivolous allegation of alleged wrongful conduct shall be subject to disciplinary action up to and including termination of employment, in accordance with Company rules, policies and procedures. b) Protection under this Policy would not mean protection from disciplinary action arising out of false or fake allegations made by a Whistleblower knowing it to be false or bogus or with a mala fide intention. Whistleblower Policy 7

8 10. Legitimate employment action: An employee against whom an adverse action has been initiated for legitimate reasons or cause under Company rules and policies shall not use this policy as defense. It shall not be a violation of this policy to take adverse action against an employee whose conduct or performance warrants that action separate and apart from that employee making a disclosure. 11. Investigator: a) Only the Investigator (persons authorized, appointed, consulted or approached by the Company) would investigate activities. The Management and/ or the Audit Committee will appropriately deal with protected disclosure. b) Investigators are required to conduct fact-finding and analysis related to cases of alleged improper or unethical activities. Investigators derive their authority and access rights from the Company when acting within the course and scope and they shall have the necessary competency. c) No employee who in good faith reports a violation of the Code shall suffer harassment, retaliation or adverse employment consequence. d) Technical and other resources may be drawn upon as necessary to augment the investigation. All investigators shall be independent and unbiased both in fact and appearance. Investigators have a duty of fairness, objectivity, thoroughness, ethical behavior and observance of legal and professional standards. Investigations will be launched only after preliminary consideration that establishes that: i) The allegation if true, constitutes an improper or unethical activity, and; ii) Either the allegation is accompanied by information specific enough to be investigated, or matters that may be worthy of t h e management review.. All Protected Disclosure reported under this Policy will be thoroughly investigated by the Management in accordance with the normal procedure. The decision to conduct an investigation is not an accusation and is to be treated as a neutral fact finding process. The outcome of the investigation may or may not support a conclusion that an improper or unethical act was committed and, if so, by whom. Further, depending upon the facts and circumstances, the Company may at its sole discretion decide on the need to share the report / outcome with the Whistleblower, as may be appropriate. The investigation shall ordinarily, be completed within 60 days of the receipt of the Whistleblower Policy 8

9 disclosures. 12. Decision: If an investigation leads the SVP-Legal, Compliance & Company Secretary to conclude that an improper or unethical act has probably been committed, he shall initiate such disciplinary or corrective action as per Company s disciplinary grid. Further, SVP-Legal, Compliance & Company Secretary may seek assistance and views from other EXCO members as may be appropriate. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of an investigation pursuant to this policy shall adhere to the applicable Code of Conduct and disciplinary procedures. An appeal in regard to the decision of the SVP-Legal, Compliance & Company Secretary can be made within 30 days to the Whistleblower Committee comprising the Head of relevant function (of the subject), Head of Human Resources, Head of Internal Audit and Head of Risk constituted for this purpose. The Committee shall examine the appeal and grant its decision within 30 days of receipt of such appeal. 13. Role of Subject: An employee who retaliates against someone who has reported a violation in good faith is subject to disciplinary action up to and including termination of employment. Further, the following principles shall be adhered to, while dealing with any Whistleblower complaint: a) Subjects have a duty to co-operate with the Management or any of the investigators during investigation. b) Subjects have right to consult with a person of their choice, save and except the investigators and/ or members of the Audit Committee and/or the Whistleblower. c) Subjects have a responsibility not to interfere with the investigation and to adhere to the directives from the investigators in this regard. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated in any manner. d) Subjects will normally be informed of the allegations. Whistleblower Policy 9

10 14. Concerns that can be raised: The issues that can be addressed under the policy are classified under breach of the policy/misconduct/misappropriation/harassment, etc. Employees are advised to whistle-blow in respect of the following a) All unlawful act whether civil or criminal; b) Breach of or failure to implement or comply with any Company Policy; c) Knowingly breaching any state/ national law, or regulations including in personal capacity; d) Unprofessional conduct or business practice; e) Fraudulent or corrupt practices (including the offering or accepting of bribes or otherwise gaining undue advantage from a relationship with the company); f) Questionable practices that have in any manner circumvented the laid down procedures and policies of the Company; g) Dangerous practice(s) likely to cause physical harm/ damage to any person/ property; h) Failure to rectify or take reasonable steps to report a matter likely to give rise to significant and avoidable cost or loss to the Company; i) Abuse of power or authority for any unauthorized or ulterior purpose; j) Unfair discrimination, coercion, harassment in the course of the employment or provision of services; k) Any information on theft, data leakage etc. can also be reported. The list is only illustrative and not exhaustive and shall include other acts pertaining to breach of policy/ misappropriation/harassment, etc. Since Whistleblower by nature is considered as confidential and that the complainant wishes to be treated confidentially/any complaint when copied/cc ed are marked to other functions (other than Managing Director/Audit Committees Chairman), the same will be considered to be a general complaint and will be treated accordingly. The Company reserves the right to amend or modify this policy in whole or in parts, at any time without assigning any reason whatsoever. However, no such amendments or modifications will be binding on the employees unless the same is communicated to the employees. Whistleblower Policy 10

11 The Company will ensure that the Whistleblower Policy is uploaded on the website of the Company and is adequately communicated and disseminated amongst the employees. Further, the Company shall ensure that all the vendors and service providers are also adequately informed of the escalation and handling procedures with regard to violation of Tata AIA Life Code of Conduct and there shall be standard clause in the vendor agreements to this effect. 15. Confidentiality The employee may choose to remain anonymous and raise the concern under this policy. However, the employees are encouraged to disclose their identities while raising concerns under this policy, this will assist in obtaining additional details or evidence as may be required during the inquiry. The identity of the complainant will be maintained confidential and it shall not be disclosed. This would not have any impact on the employee s performance appraisal, assignment of work or other matters related to employment with the company. 16. Reporting The reporting regarding the total number of disclosures received in previous quarter, nature of complaint, outcome of investigation, actions recommended by the chairman of the Audit Committee or SVP- Legal, Compliance & Company Secretary and implementation of the same shall be placed before the Audit Committee on quarterly basis. The report on the above shall be reviewed and recorded by the Audit Committee. 17. Ownership and Review of Policy: a) This Policy is owned by SVP-Legal, Compliance & Company Secretary and has the responsibility to implement and ensure compliance to this Policy. b) Any deviation to this Policy is to be reported to the Board of Directors of the Company via Audit Committee of the Company. <<<<< End of the Document >>>>> Whistleblower Policy 11